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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 24, 2023
INSEEGO CORP.
(Exact Name of Registrant as Specified in its
Charter)
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Delaware |
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001-38358 |
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81-3377646 |
(State or other jurisdiction
of incorporation) |
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(Commission
file number) |
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(IRS Employer
Identification No.) |
9710 Scranton Road, Suite 200
San Diego, California 92121
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (858) 812-3400
Not Applicable
(Former Name, or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.001 per share
Preferred Stock Purchase Rights |
INSG |
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 24, 2023, the Compensation Committee
of the Board of Directors of Inseego Corp. (the “Company”) adopted an Executive Officer Clawback Policy (the “Clawback
Policy”). The Clawback Policy, which becomes effective immediately, will be administered by the Compensation Committee.
The Clawback Policy provides that in the event
that the Company is required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial
reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a)
that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected
in the current period or left uncorrected in the current period (collectively, a “Restatement”), the Company shall recover
erroneously awarded incentive-based compensation from its Officers. The recovery of such compensation applies regardless of (i) whether
an Officer engaged in misconduct or otherwise caused or contributed to the requirement for a Restatement, and (ii) whether or when the
Company files restated financial statements.
The foregoing description of the terms of the
Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy,
a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description |
10.1 |
Clawback Policy |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INSEEGO CORP. |
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Date: October 30, 2023 |
By: |
/s/ Kurt E. Scheuerman |
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Name: Kurt E. Scheuerman |
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Title: Chief Administrative Officer and General Counsel |
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Exhibit 10.1
INSEEGO CORP.
EXECUTIVE OFFICER CLAWBACK POLICY
Approved by the Compensation Committee on October
24, 2023 (the “Adoption Date”)
This Executive Officer Clawback Policy describes
the circumstances under which Covered Persons of Inseego Corp. and any of its direct or indirect subsidiaries (the “Company”)
will be required to repay or return Erroneously-Awarded Compensation to the Company.
This Policy and any terms used in this Policy
shall be construed in accordance with any SEC regulations promulgated to comply with Section 954 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010 and the rules adopted by Nasdaq.
Each Covered Person of the Company shall sign
an Acknowledgement and Agreement to the Clawback Policy in the form attached hereto as Exhibit A as a condition to his or her participation
in any of the Company’s incentive-based compensation programs.
For purposes of this Policy, the following capitalized
terms shall have the meaning set forth below:
| (a) | “Accounting Restatement” shall mean an accounting restatement (i) due to the
material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting
restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements
(a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but
would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a
“little r” restatement). |
| (b) | “Board” shall mean the Board of Directors of the Company. |
| (c) | “Clawback-Eligible Incentive Compensation” shall mean, in connection with an
Accounting Restatement, any Incentive-Based Compensation Received by a Covered Person (regardless of whether such Covered Person was serving
at the time that Erroneously-Awarded Compensation is required to be repaid) (i) on or after the Nasdaq Effective Date, (ii) after beginning
service as a Covered Person, (iii) while the Company has a class of securities listed on a national securities exchange or national securities
association and (iv) during the Clawback Period. |
| (d) | “Clawback Period” shall mean, with respect to any Accounting Restatement, the
three completed fiscal years immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s
fiscal year) of less than nine months within or immediately following those three completed fiscal years. |
| (e) | “Committee” shall mean the Compensation Committee of the Board. |
| (f) | “Covered Person” shall mean any person who is, or was at any time, during the
Clawback Period, an Executive Officer of the Company. For the avoidance of doubt, Covered Person may include a former Executive Officer
that left the Company, retired or transitioned to an employee role (including after serving as an Executive Officer in an interim capacity)
during the Clawback Period. |
| (g) | “Erroneously-Awarded Compensation” shall mean the amount of Clawback-Eligible
Incentive Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined
based on the restated amounts. This amount must be computed without regard to any taxes paid. |
| (h) | “Executive Officer” shall mean the Company’s president, principal financial
officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal
business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function,
or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions
for the Company. For the sake of clarity, at a minimum, all persons who would be executive officers pursuant to Rule 401(b) under Regulation
S-K shall be deemed “Executive Officers”. |
| (i) | “Financial Reporting Measures” shall mean measures that are determined and presented
in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are
derived wholly or in part from such measures. For purposes of this Policy, Financial Reporting Measures shall include stock price and
total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return). |
| (j) | “Incentive-Based Compensation” shall have the meaning set forth in Section III
below. |
| (k) | “Nasdaq” shall mean The Nasdaq Stock Market. |
| (l) | “Nasdaq Effective Date” shall mean October 2, 2023. |
| (m) | “Policy” shall mean this Executive Officer Clawback Policy, as the same may
be amended and/or restated from time to time. |
| (n) | “Received” shall mean Incentive-Based Compensation received, or deemed to be
received, in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation
is attained, even if the payment or grant occurs after the fiscal period. |
| (o) | “Repayment Agreement” shall have the meaning set forth in Section V below. |
| (p) | “Restatement Date” shall mean the earlier of (i) the date the Board, a committee
of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should
have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date that a court, regulator or other legally
authorized body directs the Company to prepare an Accounting Restatement. |
| (q) | “SARs” shall mean stock appreciation rights. |
| (r) | “SEC” shall mean the U.S. Securities and Exchange Commission. |
| III. | Incentive-Based Compensation |
“Incentive-Based Compensation” shall
mean any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure.
For purposes of this Policy, specific examples
of Incentive-Based Compensation include, but are not limited to:
| · | Non-equity incentive plan awards that are earned
based, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal; |
| · | Bonuses paid from a “bonus pool,”
the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal; |
| · | Other cash awards based on satisfaction of a
Financial Reporting Measure performance goal; |
| · | Restricted stock, restricted stock units, performance
share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure
performance goal; and |
| · | Proceeds received upon the sale of shares acquired
through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure performance
goal. |
For purposes of this Policy, Incentive-Based Compensation
excludes:
| · | Any base salaries (except with respect to any
salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal); |
| · | Bonuses paid solely at the discretion of the
Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance
goal; |
| · | Bonuses paid solely upon satisfying one or more
subjective standards and/or completion of a specified employment period; |
| · | Non-equity incentive plan awards earned solely
upon satisfying one or more strategic measures or operational measures; and |
| · | Equity awards that vest solely based on the passage
of time and/or satisfaction of one or more non-Financial Reporting Measures. |
| IV. | Determination and Calculation of Erroneously-Awarded Compensation |
In the event of an Accounting Restatement, the
Committee shall promptly (and in all events within ninety (90) days after the Restatement Date) determine the amount of any Erroneously-Awarded
Compensation for each Executive Officer in connection with such Accounting Restatement and shall promptly thereafter provide each Executive
Officer with a written notice containing the amount of Erroneously-Awarded Compensation and a demand for repayment or return, as applicable.
| (a) | Cash Awards. With respect to cash awards, the Erroneously-Awarded Compensation is the difference
between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been
received applying the restated Financial Reporting Measure. |
| (b) | Cash Awards Paid From Bonus Pools. With respect to cash awards paid from bonus pools, the
Erroneously-Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced
based on applying the restated Financial Reporting Measure. |
| (c) | Equity Awards. With respect to equity awards, if the shares, options or SARs are still held
at the time of recovery, the Erroneously-Awarded Compensation is the number of such securities Received in excess of the number that should
have been received applying the restated Financial Reporting Measure (or the value in excess of that number). If the options or SARs have
been exercised, but the underlying shares have not been sold, the Erroneously-Awarded Compensation is the number of shares underlying
the excess options or SARs (or the value thereof). If the underlying shares have already been sold, then the Committee shall determine
the amount which most reasonably estimates the Erroneously-Awarded Compensation. |
| (d) | Compensation Based on Stock Price or Total Shareholder Return. For Incentive-Based Compensation
based on (or derived from) stock price or total shareholder return, where the amount of Erroneously-Awarded Compensation is not subject
to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by
the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return
upon which the Incentive-Based Compensation was Received (in which case, the Committee shall maintain documentation of such determination
of that reasonable estimate and provide such documentation to Nasdaq in accordance with applicable listing standards). |
| V. | Recovery of Erroneously-Awarded Compensation |
Once the Committee has determined the amount of
Erroneously-Awarded Compensation recoverable from the applicable Covered Person, the Committee shall take all necessary actions to recover
the Erroneously-Awarded Compensation. Unless otherwise determined by the Committee, the Committee shall pursue the recovery of Erroneously-Awarded
Compensation in accordance with the below:
| (a) | Cash Awards. With respect to cash awards, the Committee shall either (i) require the Covered
Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a
value equal to such Erroneously-Awarded Compensation) reasonably promptly following the Restatement Date or (ii) if approved by the Committee,
offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable
time as determined by the Committee, the Company shall countersign such Repayment Agreement. |
| (b) | Unvested Equity Awards. With respect to those equity awards that have not yet vested, the
Committee shall take all necessary action to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded
Compensation. |
| (c) | Vested Equity Awards. With respect to those equity awards that have vested and the underlying
shares have not been sold, the Committee shall take all necessary action to cause the Covered Person to deliver and surrender the underlying
shares in the amount of the Erroneously-Awarded Compensation. |
In the event that the Covered Person
has sold the underlying shares, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation
in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation)
reasonably promptly following the Restatement Date or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If
the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Committee, the Company
shall countersign such Repayment Agreement.
| (d) | Repayment Agreement. “Repayment Agreement” shall mean an agreement (in a form
reasonably acceptable to the Committee) with the Covered Person for the repayment of the Erroneously-Awarded Compensation as promptly
as possible without unreasonable economic hardship to the Covered Person. |
| (e) | Effect of Non-Repayment. To the extent that a Covered Person fails to repay all Erroneously-Awarded
Compensation to the Company when due (as determined in accordance with this Policy), the Company shall, or shall cause one or more other
members of the Company to, take all actions reasonable and appropriate to recover such Erroneously-Awarded Compensation from the applicable
Covered Person. |
The Committee shall have broad discretion
to determine the appropriate means of recovery of Erroneously-Awarded Compensation based on all applicable facts and circumstances and
taking into account the time value of money and the cost to shareholders of delaying recovery. However, in no event may the Company accept
an amount that is less than the amount of Erroneously-Awarded Compensation in satisfaction of a Covered Person’s obligations hereunder.
| VI. | Discretionary Recovery |
Notwithstanding anything herein to the contrary,
the Company shall not be required to take action to recover Erroneously-Awarded Compensation if any one of the following conditions are
met and the Committee determines that recovery would be impracticable:
| (i) | The direct expenses paid to a third party to assist in enforcing this Policy against a Covered Person
would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously-Awarded
Compensation, documented such attempts and provided such documentation to Nasdaq; |
| (ii) | Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided
that, before determining that it would be impracticable to recover any amount of Erroneously-Awarded Compensation based on violation of
home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such
a violation and a copy of the opinion is provided to Nasdaq; or |
| (iii) | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly
available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
| VII. | Reporting and Disclosure Requirements |
The Company shall file all disclosures with respect
to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable
filings required to be made with the SEC.
This Policy shall apply to any Incentive-Based
Compensation Received on or after the Nasdaq Effective Date.
The Company shall not indemnify any Covered Person
against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse any Covered Persons for premiums, for any insurance
policy to fund such Covered Person’s potential recovery obligations.
The Committee has the sole discretion to administer
this Policy and ensure compliance with Nasdaq Rules and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq
promulgated or issued in connection therewith. Actions of the Committee pursuant to this Policy shall be taken by the vote of a majority
of its members. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such
actions as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final,
binding and conclusive.
| XI. | Amendment; Termination |
The Committee may amend this Policy from time
to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required
by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which
the Company’s securities are then listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this
Section XI to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after
taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate
any federal securities laws, SEC rule, or the rules of any national securities exchange or national securities association on which the
Company’s securities are then listed.
| XII. | Other Recoupment Rights; No Additional Payments |
The Committee intends that this Policy will be
applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement or any other
agreement entered into on or after the Adoption Date shall, as a condition to the grant of any benefit thereunder, require a Covered Person
to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other
rights under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity plan,
equity award agreement or similar arrangement and any other legal remedies available to the Company. However, this Policy shall not provide
for recovery of Incentive-Based Compensation that the Company has already recovered pursuant to Section 304 of the Sarbanes-Oxley Act
or other recovery obligations.
This Policy shall be binding and enforceable against
all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
Exhibit A
ACKNOWLEDGEMENT AND AGREEMENT
TO THE
EXECUTIVE OFFICER CLAWBACK POLICY
OF
INSEEGO CORP.
By signing below, the undersigned acknowledges
and confirms that the undersigned has received and reviewed a copy of Inseego Corp.’s Executive Officer Clawback Policy (the “Policy”).
Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the
meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned
acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during
and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms
of the Policy, including, without limitation, by returning any Erroneously-Awarded Compensation (as defined in the Policy) to the Company
to the extent required by, and in a manner permitted by, the Policy.
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